Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of December 17, 2015, between MYOS Corporation, a Nevada corporation
(the “Company”), and RENS Technology Inc., a Nevada corporation and a wholly-owned subsidiary of RENS Agriculture
Science & Technology Co. Ltd. (the “Purchaser”).


 


WHEREAS, subject to the
terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase
from the Company, securities of the Company as more fully described in this Agreement.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


ARTICLE I.


DEFINITIONS


 


1.1            Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the
meanings set forth in this Section 1.1:


 


“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.5.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Additional
Shares” shall have the meaning ascribed to such term in Section 2.1(c).


 


“Additional
Subscription Amount” shall have the meaning ascribed to such term in Section 2.1(c).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Closing”
means each of the First Closing, the Second Closing and the Third Closing.


 


“Commission”
means the United States Securities and Exchange Commission.


 






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“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Company
Counsel” means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New
York 10105-0302.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(o).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of, or consultants,
advisors or agents to, the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee
members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose,
(b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable
or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that
such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease
the exercise price, exchange price or conversion price of such securities except in accordance with the relevant agreements governing
same, (c) shares of Common Stock issued to banks, equipment lessors or other financial institutions, or to real property lessors,
pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors, (d) shares
of Common Stock issued to suppliers or third party service providers in connection with the provision of goods or services pursuant
to transactions approved by the Board of Directors and (e) securities issued pursuant to licensing, joint venture, acquisitions
or other strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance
shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company
or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional
benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 






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“First
Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1(a).


 


“First
Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the
applicable parties thereto pursuant to Section 2.2(a) and Section 2.2(b), and all conditions precedent to (i) the Purchasers’
obligations to pay the Subscription Amount as to the First Closing and (ii) the Company’s obligations to deliver the Securities
as to the First Closing, in each case, have been satisfied or waived.


 


“First
Closing Shares” shall have the meaning ascribed to such term in Section 2.1(a).


 


“First
Closing Subscription Amount” means $5,250,000, in United States dollars and in immediately available funds.


 


“First
Closing Warrant” means the Common Stock purchase warrant delivered to the Purchaser at the First Closing in accordance
with Section 2.2(a) hereof, which First Closing Warrant shall become exercisable on the First Closing Date and shall have a cash
exercise price of $7.00 per share (subject to adjustment therein) to purchase 375,000 shares of Common Stock and a term of exercise
equal to five (5) years from the initial issue date, in the form of Exhibit A attached hereto.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Liens”
means a material lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Participation
Maximum” shall have the meaning ascribed to such term in Section 4.11(a).


 


“Per Share
Purchase Price” equals $9.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Pre-emptive
Shares” mean the shares of Common Stock issuable to Persons who have exercised their pre-emptive rights to acquire shares
of Common Stock.


 


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.11(b).


 






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“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Second
Closing” shall have the meaning ascribed to such term in Section 2.1(b).


 


“Second
Closing Date” means the date of the Second Closing.


 


“Second
Closing Shares” shall have the meaning ascribed to such term in Section 2.1(b).


 


“Second
Closing Subscription Amount” means $5,000,000, in United States dollars and in immediately available funds.


 


“Second
Closing Warrant” means the Common Stock purchase warrant delivered to the Purchaser at the Second Closing in accordance
with Section 2.2(a) hereof, which Second Closing Warrant shall become exercisable on the Second Closing Date and shall have a cash
exercise price of $10.80 per share (subject to adjustment therein) to purchase 231,481 shares of Common Stock and a term of exercise
equal to five (5) years from the initial issue date, in the form of Exhibit A attached hereto.


 


“Securities”
means the Shares, the Warrants and the Warrant Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shareholder
Approval” means such approval as may be required by (a) the applicable rules and regulations of the Nasdaq Stock Market
(or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction
Documents, including the issuance of all of the Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on
the First Closing Date and (b) the laws of the State of Nevada to (i) change the name of the Company to MYOS RENS Inc., (ii) to
increase the number of authorized shares of Common Stock to 12.0 million shares and (iii) to classify the Board of Directors into
three classes.


 


“Shares”
means the First Closing Shares, the Second Closing Shares and the Third Closing Shares.


 






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“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock). 


 


“Subscription
Amount” means the First Closing Subscription Amount, the Second Closing Subscription Amount or the Third Closing Subscription
Amount.


 


“Subsequent
Financing” shall have the meaning ascribed to such term in Section 4.11(a).


 


“Subsequent
Financing Notice” shall have the meaning ascribed to such term in Section 4.11(b).


 


“Subsidiary”
means Atlas Acquisition Corp., and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.


 


“Third
Closing” shall have the meaning ascribed to such term in Section 2.1(c).


 


“Third
Closing Date” means the date of the Third Closing.


 


“Third
Closing Shares” shall have the meaning ascribed to such term in Section 2.1(c).


 


“Third
Closing Subscription Amount” means $10,000,000, in United States dollars and in immediately available funds.


 


“Third
Closing Warrant” means the Common Stock purchase warrant delivered to the Purchaser at the Third Closing in accordance
with Section 2.2(a) hereof, which Third Closing Warrant shall become exercisable on the Third Closing Date and shall have a cash
exercise price of $18.00 per share (subject to adjustment therein) to purchase 277,778 shares of Common Stock and a term of exercise
equal to five (5) years from the initial issue date, in the form of Exhibit A attached hereto.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Warrants and any other documents or agreements executed by the Company and/or the
Purchaser in connection with the transactions contemplated hereunder.


 






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“Transfer
Agent” means Island Stock Transfer, the current transfer agent of the Company, with a mailing address of 15500 Roosevelt
Boulevard, Suite 301, Clearwater, Florida 33760 and a facsimile number of 727-289-0069, and any successor transfer agent of the
Company.


 


“Warrants”
means, collectively, the First Closing Warrant, the Second Closing Warrant and the Third Closing Warrant.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


 


ARTICLE II.


PURCHASE
AND SALE


 


2.1            Closings.


 


(a)          First Closing. On the
First Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser
agrees to purchase, 1,500,000 shares of Common Stock (the “First Closing Shares”) and the First Closing Warrant.
The Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to the First
Closing Subscription Amount and the Company shall deliver to the Purchaser the First Closing Shares and the First Closing Warrant
within three Trading Days of the First Closing Date, and the Company and the Purchaser shall deliver the other items set forth
in Section 2.2 deliverable at the First Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and
2.3, but no later than three Trading Days subsequent to the date the Company has obtained the Shareholder Approval, the First Closing
shall occur at the offices of Company Counsel or such other location as the parties shall mutually agree or remotely by exchange
of Closing documents. In the event that, from the date hereof through the First Closing Date, existing holders of the Common Stock
have exercised their rights to receive more than 22,500 Pre-emptive Shares, the number of First Closing Shares shall be increased
(without the payment of additional funds by the Purchaser) to such number that, upon the issuance of the First Closing Shares and
such Pre-emptive Shares, will result in the Purchaser owning a minimum of 32.5% of the outstanding shares of Common Stock.


 


(b)        Second
Closing. On the Second Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchaser
agrees to purchase, 925,926 shares of Common Stock (the “Second Closing Shares”) and the Second Closing Warrant,
which closing shall occur no later than six (6) months from the date of the First Closing (the “Second Closing”).
On the Second Closing Date, the Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to
the Second Closing Subscription Amount, and the Company shall deliver to the Purchaser the Second Closing Shares and the Second
Closing Warrant within three Trading Days of the Second Closing Date, and the Company and the Purchaser shall deliver the other
items set forth in Section 2.2 deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in
Sections 2.2 and 2.3, the Second Closing shall occur at the offices of Company Counsel or such other location as the parties shall
mutually agree or remotely by exchange of Closing documents. In the event that, from the First Closing Date through the Second
Closing Date, the Company issues more than 13,889 Pre-emptive Shares, the number of Second Closing Shares shall be increased (without
the payment of additional funds by the Purchaser) to such number that will result in the Purchaser owning the same percentage ownership
of the outstanding shares of Common Stock that it would have been entitled to own had the Company not issued any Pre-emptive Shares
in connection with the Second Closing.


 






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(c)         Third Closing. On the
Third Closing Date, upon the terms and conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase,
1,111,111 shares of Common Stock (the “Third Closing Shares”) and the Third Closing Warrant, which closing shall
occur no later than eighteen (18) months from the date of the Second Closing (the “Third Closing”). The Purchaser,
in its sole discretion, may purchase additional shares of Common Stock in the Third Closing (the “Additional Shares”)
for the Per Share Purchase Price (the “Additional Subscription Amount”). On the Third Closing Date, the Purchaser
shall deliver to the Company, via wire transfer, immediately available funds equal to the Third Closing Subscription Amount (and
the Additional Subscription Amount, if applicable), and the Company shall deliver to the Purchaser the Third Closing Shares (and
the Additional Shares, if applicable), and the Third Closing Warrant within three Trading Days of the Third Closing Date, and the
Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Third Closing shall occur at the offices of Company Counsel
or such other location as the parties shall mutually agree or remotely by exchange of Closing documents. In the event that, from
the Second Closing Date through the Third Closing Date, the Company issues more than 16,667 Pre-emptive Shares, the number of Third
Closing Shares shall be increased (without the payment of additional funds by the Purchaser) to such number that will result in
the Purchaser owning the same percentage ownership of the outstanding shares of Common Stock that it would have been entitled to
own had the Company not issued any Pre-emptive Shares in connection with the Third Closing.


 


2.2            Deliveries.


 


(a)         On or prior
to each Closing, the Company shall deliver or cause to be delivered to the Purchaser the following:


 


(i)         
as to each Closing, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver a
certificate evidencing the Shares, registered in the name of the Purchaser;


 


(ii)        as to the
First Closing, the First Closing Warrant registered in the name of the Purchaser (such Warrant certificate may be delivered within
three Trading Days of the First Closing Date);


 






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(iii)        as to
the Second Closing, the Second Closing Warrant registered in the name of the Purchaser (such Warrant certificate may be delivered
within three Trading Days of the Second Closing Date); and


 


(iv)        as to the
Third Closing, the Third Closing Warrant registered in the name of the Purchaser (such Warrant certificate may be delivered within
three Trading Days of the Third Closing Date).


 


(b)        On or prior
to each Closing, the Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:


 


(i)         as to the
First Closing, the First Closing Subscription Amount, by wire transfer of immediately available funds to the account specified
in writing by the Company;


 


(ii)         as to the
Second Closing, the Second Closing Subscription Amount, by wire transfer of immediately available funds to the account specified
in writing by the Company; and


 


(iii)        as to
the Third Closing, the Third Closing Subscription Amount, by wire transfer of immediately available funds to the account specified
in writing by the Company.


 


2.3           Closing Conditions.


 


(a)         The obligations
of the Company hereunder in connection with each Closing are subject to the following conditions being met:


 


(i)         all obligations,
covenants and agreements of the Purchaser required to be performed at or prior to the applicable Closing shall have been performed;
and


 


(ii)        the officers and directors of the Company
as set forth on Annex I shall have been elected or appointed effective immediately following the First Closing;


 


(iii)        as to the First Closing, the Company
and the Purchaser shall have agreed on the use of proceeds from the transactions contemplated hereunder; and


 


(iv)        the delivery by
the Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)The obligations
of the Purchaser hereunder in connection with each applicable Closing are subject to the following conditions being met:


 


(i)         all obligations,
covenants and agreements of the Company required to be performed at or prior to the applicable Closing shall have been performed;


 






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(ii)        the delivery by
the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iii)        the Company is listed as a public company
on, and the shares of Common Stock are tradable over, the Nasdaq Capital Market;


 


(iv)        the Company shall have obtained the
Shareholder Approval;


 


(v)        the officers and directors of the Company
as set forth on Annex I shall have been elected or appointed effective immediately following the First Closing;


 


(vi)        as to the First Closing, the Company
and the Purchaser shall have agreed on the use of proceeds from the transactions contemplated hereunder; and


 


(vii)       On the date of
the applicable Closing, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal
Trading Market, and, on the date of the applicable Closing, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by
such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York
State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the
reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the Securities at the applicable Closing.


 


ARTICLE III.


REPRESENTATIONS
AND WARRANTIES


 


3.1            Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules and the SEC Reports, which Disclosure Schedules
shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained
in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties
to the Purchaser:


 


(a)         Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully paid and non-assessable. If the Company has no subsidiaries,
all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


 






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(b)         Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, or business,
of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


 


(c)         Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith
or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which
it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(d)         No Conflicts.
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party,
the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and
will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties
or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company
or Subsidiary debt or otherwise) to which the Company or any Subsidiary is a party or by which any property or asset of the Company
or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any
law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which
the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could
not have or would not reasonably be expected to result in a Material Adverse Effect.


 






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(e)         Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filings required pursuant to Section 4.4 of this Agreement, (ii) application(s) to each applicable Trading Market for the additional
listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iii) such filings as are
required to be made under applicable state securities laws and (iv) the Shareholder Approval (collectively, the “Required
Approvals”).


 


(f)          Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other
than restrictions on transfer provided by the Transaction Documents. The Warrant Shares, when issued in accordance with the terms
of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company other than restrictions on transfer provided by the Transaction Documents. The Company has reserved from its duly authorized
capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.


 


(g)         Capitalization.
The capitalization of the Company as of December 11, 2015 is as set forth on Schedule 3.1(g). Since December 11, 2015, the
Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant
to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock
to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common
Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as set forth
on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g), in
the SEC Reports or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible
into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock,
or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue
additional shares of Common Stock or Common Stock Equivalents. All of the outstanding shares of capital stock of the Company are
duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state
securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe
for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required
for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between
or among any of the Company’s stockholders.


 






    	 	11	 



     


    

 


(h)         SEC Reports;
Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two
years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein being collectively referred
to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and
has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied
in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Company is an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the
SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission
with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


(i)          Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the
Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not
altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property
to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v)
the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock
option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except
for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports, no event, liability, fact,
circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the
Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition that would be
required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made
that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.


 






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(j)          Litigation.
Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local
or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have
or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer
thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or
any Subsidiary under the Exchange Act or the Securities Act.


 


(k)         Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or
any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 






    	 	13	 



     


    

 


(l)          Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other material agreement or instrument to which it is a party or by which it or any of its properties
is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
would not have or reasonably be expected to result in a Material Adverse Effect.


 


(m)         Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens
for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP and, the
payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company
and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries
are in compliance in all material respects.


 


(n)         Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance. Neither the Company nor any Subsidiary has any reason to believe that it
will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business without a significant increase in cost.


 






    	 	14	 



     


    

 


(o)         Internal
Accounting Controls. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to
ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s
certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries
as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation
Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the
certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation
Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined
in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect,
the internal control over financial reporting of the Company and its Subsidiaries.


 


(p)         Fees. No brokerage or
finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the
Transaction Documents. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.


 


(q)         Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(r)          No General
Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers
and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(s)         Listing and Maintenance Requirements.
The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed
to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange
Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company
has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has
been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such
Trading Market. The Company is in compliance with all such listing and maintenance requirements. The Common Stock is currently
eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company
is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection
with such electronic transfer.


 






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(t)          Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and
the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Securities and the Purchaser’s ownership of the Securities.


 


(u)         Disclosure.
All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries, their
respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and
correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.


 


(v)         Accountants. The Company’s
current accounting firm is EisnerAmper LLP. To the knowledge and belief of the Company, such accounting firm (i) is a registered
public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements
to be included in the Company’s Annual Report for the fiscal year ending December 31, 2015.


 


3.2            Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of each Closing
to the Company as follows (unless as of a specific date therein):


 


(a)         Organization;
Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser
of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability
company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been
duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid
and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by
applicable law.


 






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(b)         Own Account.
The Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities
Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view
to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding
the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation
and warranty not limiting the Purchaser’s right to sell the Securities pursuant to a registration statement or otherwise
in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary
course of its business.


 


(c)         Purchaser
Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)
under the Securities Act.


 


(d)         Experience
of The Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)         General
Solicitation. The Purchaser is not, to its knowledge, purchasing the Securities as a result of any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or any other general solicitation or general advertisement.


 


(f)         Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not, nor
has any Person acting on behalf of or pursuant to any understanding with the Purchaser, directly or indirectly executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser
first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding
the foregoing, in the case the Purchaser is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by
the portfolio managers managing other portions of the Purchaser’s assets, the representation set forth above shall only apply
with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities
covered by this Agreement. Other than to other Persons party to this Agreement, the Purchaser has maintained the confidentiality
of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding
the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any
actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect
Short Sales or similar transactions in the future.


 






    	 	17	 



     


    

 


(g)         Access
to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all
exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of
the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial
condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment;
and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable
effort or expense that is necessary to make an informed investment decision with respect to the investment.


 


(h)         Acknowledgement
of Risk. The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of
risk, including, without limitation that (i) an investment in the Company is speculative, and only Purchaser who can afford the
loss of their entire investment should consider investing in the Company and the Securities and (ii) the Company has not paid any
dividends on its Common Stock since inception and does not anticipate the payment of dividends in the foreseeable future.


 


The Company acknowledges
and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect the Purchaser’s right
to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1             Transfer
Restrictions.


 


(a)         The Securities
may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other
than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser or in connection
with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities
under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this
Agreement and shall have the rights and obligations of the Purchaser under this Agreement.


 






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(b)         The Purchaser
agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED
BY SUCH SECURITIES.


 


4.2            Furnishing of
Information; Public Information. Until the earliest of the time that (i) the Purchaser does not own any Securities or (ii)
the Warrants have expired, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g)
of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then
subject to the reporting requirements of the Exchange Act.


 


4.3            Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the
Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior
to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.



 


4.4            Securities Laws
Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) within four Trading Days following the date
hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report
on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange
Act. From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly disclosed
all material, non-public information delivered to any of the Purchaser by the Company or any of its Subsidiaries, or any of their
respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
The Company and the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions
contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public
statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent
of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed,
except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior
notice of such public statement or communication.


 






    	 	19	 



     


    

 


4.5            Shareholder Rights
Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser
is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any
Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the
Transaction Documents or under any other agreement between the Company and the Purchaser.


 


4.6            Use of Proceeds.
The Company shall use the net proceeds from the sale of the Securities in accordance with the schedule agreed to by the parties.


 


4.7            Reservation of
Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to
this Agreement and Warrant Shares pursuant to any exercise of the Warrants. 


 


4.8             Listing of Common
Stock. During the term of the Warrants, the Company hereby agrees to use commercially reasonable efforts to maintain the listing
or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with each Closing, the
Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market and take all reasonable actions
to secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company
applies during the term of the Warrants to have the Common Stock traded on any other Trading Market, it will then include in such
application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and
Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action
reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market.


 


4.9            Meeting of Stockholders.
The Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the earliest
practical date, for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors
that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same
manner as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies
in favor of such proposal. The Company shall use its reasonable best efforts to obtain Shareholder Approval. If the Company does
not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every six months thereafter to seek Shareholder
Approval is obtained or the Purchaser does not own the Securities.


 






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4.10          Operations of the Company. Until
the Third Closing, except (x) as contemplated by this Agreement or (y) with the prior approval of the Purchaser, the Board of Directors
shall not take any of the following actions:


 


(a)          issue any shares of Common Stock
(other than Exempt Issuances);


 


(b)          appoint new members to the Board
of Directors or change the number of members on the Board of Directors;


 


(c)          hire or terminate any executive
officers; or


 


(d)          approve its annual budget and
its strategic long-term plans.


 


Notwithstanding the foregoing, this
Section 4.10 shall no longer be applicable upon the occurrence of any of the following events: (a) the Second Closing shall not
have been completed within six (6) months from the date of the First Closing, (b) the Third Closing shall not have been completed
within eighteen (18) months from the date of the Second Closing or (c) the Purchaser notifies the Company that it does not intend
to fund the Second Closing Subscription Amount or the Third Closing Subscription Amount.


 


4.11          Participation
in Future Financing.


 


(a)          During the
period from the First Closing Date until the twelve month anniversary of the Third Closing Date, upon any issuance by the Company
or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration, Indebtedness or a combination of
units hereof other than in an Exempt Issuance (a “Subsequent Financing”), the Purchaser shall have the right
to participate in up to an amount of the Subsequent Financing equal to 50% (or 100% if the Common Stock or Common Stock Equivalents
are to be issued for less than $3.50 per share) of the Subsequent Financing (the “Participation Maximum”) on
the same terms, conditions and price provided for in the Subsequent Financing. 


 


(b)          At least
two (2) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a written notice
of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Purchaser if
it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). 
Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall
promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. 
The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount
of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed
to be effected and shall include a term sheet or similar document relating thereto as an attachment, if available.   


 






    	 	21	 



     


    

 


(c)          If the Purchaser
desires to participate in such Subsequent Financing, it must provide written notice to the Company by not later than 5:30 p.m.
(New York City time) on the second (2nd) Trading Day after it has received the Pre-Notice that it is willing to participate
in the Subsequent Financing, the amount of the Purchaser’s participation, and representing and warranting that the Purchaser
has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company
receives no such notice from a Purchaser as of such second (2nd) Trading Day, the Purchaser shall be deemed to have
notified the Company that it does not elect to participate. 


 


(d)          If by 5:30
p.m. (New York City time) on the second (2nd) Trading Day after the Purchaser has received the Pre-Notice, notifications
by the Purchaser of its willingness to participate in the Subsequent Financing (or to cause its designee to participate) is less
than the total amount of the Participation Maximum, then the Company may effect the remaining portion of such Subsequent Financing
on the terms and with the Persons set forth in the Subsequent Financing Notice. 


 


(e)          The Company must provide the
Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right of participation set forth above
in this Section 4.11, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any
reason on the terms set forth in such Subsequent Financing Notice within 45 Trading Days after the date of the initial Subsequent
Financing Notice.


 


(f)          Notwithstanding the foregoing,
this Section 4.11 shall no longer be applicable upon the occurrence of any of the following events: (a) the Second Closing shall
not have been completed within six (6) months from the date of the First Closing, (b) the Third Closing shall not have been completed
within eighteen (18) months from the date of the Second Closing or (c) the Purchaser notifies the Company that it does not intend
to fund the Second Closing Subscription Amount or the Third Closing Subscription Amount.


 


(g)          Notwithstanding
the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance.


 


4.12          Certain Transactions
and Confidentiality. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding
with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing
with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.4.  The Purchaser
covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant
to the initial press release as described in Section 4.4, the Purchaser will maintain the confidentiality of the existence and
terms of this transaction and the information included in the Disclosure Schedules. 


 


4.13          Blue Sky Filings.
The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for,
or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws
of the states of the United States, and shall provide evidence of such actions promptly upon request of the Purchaser.


 






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4.14          Notifications
to the Company. On or prior to the three (3) month anniversary of the First Closing, the Purchaser shall advise the Company
in writing whether or not it intends to consummate the Second Closing. On or prior to the twelve (12) month anniversary of the
Second Closing, the Purchaser shall advise the Company in writing whether or not it intends to consummate the Third Closing.


 


4.15          Post-Closing
Covenants. Subsequent to the First Closing, the Purchaser shall assist the Company to:


 


(a)         utilize the Purchaser’s
food technologies in the Company’s existing and future products;


 


(b)         find suitable manufacturing partners
in China;


 


(c)         locate suitable acquisition targets
in China; and


 


(d)         set up a subsidiary in China.


 


4.16          Board of Directors.


 


(a)         For so long as the Purchaser
owns at least 33% of the issued and outstanding shares of Common Stock, the Purchaser shall have the right to appoint four (4)
persons to the Board of Directors. In the event the Purchaser owns less than 33% but at least 22% of the issued and outstanding
shares of Common Stock, the Purchaser shall have the right to appoint three (3) directors to the Board of Directors. In the event
the Purchaser owns less than 22% but at least 11% of the issued and outstanding shares of Common Stock, the Purchaser shall have
the right to appoint two (2) directors to the Board of Directors. In the event the Purchaser owns less than 11% but at least 5%
of the issued and outstanding shares of Common Stock, the Purchaser shall have the right to appoint one (1) director to the Board
of Directors. In the event the Purchaser owns less than 5% of the issued and outstanding shares of Common Stock, the Purchaser
shall have no contractual right to appoint any directors to the Board of Directors. In the event the number of Purchaser designees
then serving on the Board of Directors exceeds the number of directors that the Purchaser shall then have the right to designate
hereunder, the Purchaser shall take all requisite action to cause the resignation or removal of such number of excess persons from
the Board of Directors. In the event the Purchaser owns more than 50% of the issued and outstanding shares of Common Stock, the
Purchaser shall have the right to appoint five (5) directors to the Board of Directors.


 


(b)         The Purchaser shall take all
requisite action to cause the resignation or removal of one of its designees on the Board of Directors upon the occurrence of any
of the following events: (a) the Second Closing shall not have been completed within six (6) months from the date of the First
Closing, (b) the Third Closing shall not have been completed within eighteen (18) months from the date of the Second Closing or
(c) the Purchaser notifies the Company that it does not intend to fund the Second Closing Subscription Amount or the Third Closing
Subscription Amount. Upon such resignation, the Company may appoint a new director that is not affiliated with the Purchaser.


 






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ARTICLE V.


MISCELLANEOUS


 


5.1            Termination. 
This Agreement may be terminated by any Purchaser or by the Company with respect to any Purchaser, as to the Purchaser’s
obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchaser, by
written notice to the other parties, if the First Closing has not been consummated on or before April 1, 2016; provided,
however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).


 


5.2            Fees and Expenses.
Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation,
any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered
by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser.


 


5.3            Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4            Notices. Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto at or prior to 5:30 p.m.
(New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number or email attachment as set forth on the signature pages attached hereto on a
day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd)
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth
on the signature pages attached hereto.


 


5.5            Amendments; Waivers.
No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case
of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such
waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair
the exercise of any such right.


 






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5.6            Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7            Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser
(other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser
assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred
Securities, by the provisions of the Transaction Documents that apply to the “Purchaser.”


 


5.8            No Third-Party Beneficiaries. This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


5.9            Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action,
suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company
under Section 4.8, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding.


 


5.10           Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 






    	 	25	 



     


    

 


5.11           Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


5.12           Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13           Replacement of
Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


5.14           Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.15          Saturdays, Sundays,
Holidays, etc.If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.


 


5.16          Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 






    	 	26	 



     


    

 


5.17          WAIVER OF
JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


  


(Signature Page Follows)


 









    	 	27	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 





	MYOS
                                         CORPORATION

         

         
	Address
        for Notice:

        45
        Horsehill Road, Suite 106

        Cedar
        Knolls, New Jersey 07927

        Facsimile:
        (973) 348-5707

        Attention:
        Joseph DosSantos

	By:
                                         /s/ Joseph DosSantos

               Name: Joseph DosSantos

               Title: CFO

         

        With
        a copy to (which shall not constitute notice):
	 
	 

        Ellenoff
        Grossman & Schole LLP

        1345
        Avenue of the Americas

        New
        York, New York 10105

        Facsimile:
        (212) 370-7889

        Attention:
        Stuart Neuhauser, Esq.
	 




  





	RENS
Technology Inc.

         
	Address
for Notice: 

         

	By:
                                          /s/ Ren Ren

               Name:  Ren Ren

               Title: President

         

        With
        a copy to (which shall not constitute notice):
	150
        Drake Street, Room 7F

        Pomona,
        CA 91767

        Facsimile:
        (212) 219-3604

        Attention:
        Mr. Ren Ren

         





  





Bernard
& Yam, LLP


140-75
Ash Avenue, 2nd Floor


Queens,
New York 11355


Facsimile:
212-219-3604


Attention: Bin Zhou, Esq.




 


 


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